Item 2.01 Completion of Acquisition or Disposition of Assets.
Effective August 6, 2021, Tianci International, Inc., a Nevada corporation
("we," "us," or the "Company"), Chuah Su Mei, our Chief Executive Officer,
President and Director, and Silver Glory Group Limited, entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement") pursuant to which Chuah Su
Mei agreed to sell to Silver Glory Group Limited all 1,793,000 shares of common
stock of the Company held by her (the "Shares") for cash consideration of Five
Hundred Twenty Five Thousand Dollars ($525,000) (the "Transaction"). The Shares
represent approximately 73.18% of the issued and outstanding common stock of the
Company and are being sold in reliance upon an exemption from registration under
the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The
sale of the Shares consummated on August 26, 2021, and was purchased by Silver
Glory Group Limited using its working capital. As a result of the Transaction,
Silver Glory Group Limited holds a controlling interest in the Company and may
unilaterally determine the election of the members of the Board of Directors
(the "Board") and other substantive matters requiring approval of the Company's
Upon the closing of the Transaction, on August 26, 2021, each of Chuah Su Chen,
Chuah Su Mei, and Jerry Ooi, constituting all current directors and officers of
the Company, resigned from his or her positions with the Company. The
resignations were not due to any dispute or disagreement with the Company on any
matter relating to the Company's operations, policies or practices.
Concurrently with such resignation, the following individuals were appointed to
serve in the offices set forth next to his name until the next annual meeting of
stockholders of the Company and until such director's successor is elected and
qualified or until such director's earlier death, resignation or removal.
Zhigang Pei Chief Executive Officer, Chief Financial
Officer, Secretary and Director
Shufang Gao Director
David Wei Fang Director
Jack Fan Liu Director
Yee ManYung Director
Jimmy Weiyu Zhu Director
None of the directors or executive officers has a direct family relationship
with any of the Company's directors or executive officers. Each officer and
director will serve in his positions without compensation. The Company plans to
enter into compensatory arrangements with its officers and directors in the
The following is additional information regarding our directors and executive
Zhigang Pei, age 49, joined us on August 26, 2021, as our Chief Executive
Officer, Chief Financial Officer, Secretary, and a member of the Board. Mr. Pei
has served as the Executive Director of Anyang Xinrun Investment Co., Ltd., a
PRC company since November 2009. He has also served as the Executive Director
and General Manager of Henan Ziwei Real Estate Development Co., Ltd., and Henan
Anyang Dahua Commercial and Trading Plaza Development Co., Ltd. since 2015. Mr.
Pei graduated from No.2 Middle School Anyang City in1989. Mr. Pei brings to the
Board his deep experience in real estate and investment industries.
Shufang Gao, age 52, has worked as CEO of Hong Kong listed groups, president of
domestic capital companies, and vice president of A-share listed companies. He
is familiar with the A-share capital market and Hong Kong capital market, and
has mature experience in the strategy and operation development of listed
companies. He joined us on August 26, 2021, as a member of our Board. From
October 2020 to August 2021, he served as the Vice President and Director of
SiChuan Jinding Group. Prior to that, he was the Vice Chairman of Luoyang
Yongning Nonferrous Technology Co., Ltd. from August 2019 to September 2020.
From April 2018 to July 2019, Mr. Gao served as the Vice President of Tibet
Huayu Mining Co., Ltd., an A-share listed company. He was the Chief Executive
Officer of Haotian Development Group Co., Ltd. (Hong Kong Main Board Listed
Company 00474) from August 2016 to September 2017. From August 2012 to August
2016, he served as the President of Haihua Group Holdings Co., Ltd., an
international container leasing company. Mr. Gao received his Bachelor of
Management Degree from Dalian University of Technology in 1999. He received his
Masters of Finance and Accounting Degree from the Chinese University of Hong
Kong in 2008. Mr. Gao brings to the Board his international experience in the
operation and risk control areas of listed companies.
David Wei Fang, age 48, has over ten years of experience in the securities and
investment industry. He joined us on August 26, 2021, as a member of our Board.
Mr. Fang served as the Partner of Tiger Securities and the CEO of Tiger
Securities International in Hong Kong from May 2018 to July 2019. From January
2017 to April 2018, Mr. Fang served as the CEO of Haotian International
Securities in Hong Kong. Mr. Fang was the Head of High Net Worth Individual,
Corporate Client and ICBC Global Wealth Management Center of ICBC International
in Hong Kong from October 2014 to December 2016. Mr. Fang has a Bachelor's
degree in Economics from Anhui University of Finance and Economics in 1994. Mr.
Fang obtained his Master of Business Administration Degree from Georgia South
University in 2004. Mr. Fang brings to the Board his deep experience in the
securities and investment industry.
Jack Fan Liu, age 42, joined us on August 26, 2021, as a member of our Board.
Prior to joining us, Mr. Liu was the Vice President of China Regenerative
Medicine International Limited from September 2014 to October 2017. From July
2009 to August 2014, Mr. Liu was the Investment Director of Tian Huan Investment
Company. He was a financial analyst of Founder Securities (SSE:601901) from May
2007 to June 2009. Mr. Liu received his B.A. in Engineering from Nanjing Tech
University in 2001 and his Master of Economics from Concordia University, Canada
in 2006. He brings to the Board his experience and knowledge of investments and
mergers and acquisitions of companies in Hong Kong and China.
Yung Yee Man, age 28, has more than 5 years of HR manager experience in both
Hong Kong and NASDAQ listed company. She also has two years' experience as an
assistant of board members. Ms. Yung joined us on 26 August, 2021, as a member
of our Board. Ms. Yung holds a Master's degree in Corporate Communication from
University of Leeds in 2017. Ms. Yung is currently pursuing an MBA Degree in
University of South Australia. Ms. Yung brings to the Board her human resources
and public company experience.
Jimmy Weiyu Zhu, age 54, joined us on August 26, 2021, as a member of our Board.
Mr. Zhu has nearly twenty-five years of experience in the fields of mining,
commodity trading, trade financing, logistics and shipping, and covering for
companies located in Australia and Hong Kong. Mr. Zhu was the Financial
Controller of Hai Xin Petroleum Trading Ltd. ( Hong Kong) from September 2017 to
October 2020. Prior to that time, he served as the Financial Controller and
Director of Ocean Container Leasing Services Ltd. and Gold Time International
Resources Ltd. (Hong Kong) from July 2012 to August 2017. He received his B.A.
in Accounting and Finance from Northeast University of Finance and Economics,
China in 1991. Mr. Zhu brings to the Board his deep experience in commodities,
finance and trading.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
The disclosure provided in Item 2.01 above is incorporated by reference herein.
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